029 Group SE

M&A Activity • Jan 23, 2020

News Details

Takeover Bids | 23 January 2020 22:20

Tender Offer;

Target company: Axel Springer SE; Bidder: Traviata B.V.

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Publication of the decision to make a tender offer

Publication of the decision to make a public tender offer (öffentliches

Erwerbsangebot) pursuant to Section 10 para. 1 and para. 3 of the German

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz – WpÜG) in conjunction with Section 39 para. 2 sent. 3 No.

1 of the German Stock Exchange Act (Börsengesetz – BörsG)

Bidder:

Traviata B.V.

Neue Mainzer Straße 2-4, Maintor Panorama, 12th floor

60311 Frankfurt am Main

Deutschland

registered with the Dutch Commercial Register (Kamer van Koophandel) in

Amsterdam under no. 74999869

Target:

Axel Springer SE

Axel-Springer-Straße 65

10888 Berlin

Germany

registered with the commercial register (Handelsregister) of the

local court (Amtsgericht) of Charlottenburg under 154517 B

ISIN: DE0005501357, DE0005754238

Traviata B.V., a holding company owned by funds advised by Kohlberg Kravis

Roberts & Co L.P. (Bidder), decided on 23 January 2020 to make a public

tender offer to the shareholders of Axel Springer SE (Company) for the

acquisition of all non-par value registered shares in the Company (ISIN:

DE0005501357, DE0005754238), each share representing a proportionate amount

of EUR 1.00 of the share capital of the Company (Axel Springer Shares)

against payment of a consideration in the amount of EUR 63.00 in cash

(Delisting Offer).

On 23 January 2020, the Bidder also entered into an agreement with the

Company (Delisting Agreement), pursuant to which the Company has

undertaken, to the extent permissible by law, to apply for the revocation

of the admission to trading of the Axel Springer Shares (ISIN:

DE0005501357) on the regulated market (Prime Standard) of the Frankfurt

Stock Exchange (so-called delisting) prior to the expiration of the

acceptance period of the Delisting Offer.

The Delisting Offer will be made based on, and subject to, the terms set

out in the offer document and the Bidder reserves the right, to the extent

permissible by law, to deviate from the above described parameters. The

offer document (in German and a non-binding English translation) containing

the detailed terms of the Delisting Offer, as well as further information

relating thereto, will be published by the Bidder following permission by

the German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) on the internet at the Bidder’s website

www.traviata-angebot.de/delisting.

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares in the Company. The definite terms of the Delisting

Offer, as well as further provisions concerning the Delisting Offer, will

be published in the offer document following permission by the German

Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) to publish the offer document. Investors and

holders of shares in the Company are strongly advised to read the offer

document and all other documents regarding the Delisting Offer when they

become available, as they will contain important information.

The Delisting Offer will be published exclusively under the laws of the

Federal Republic of Germany and certain applicable provisions of the

securities laws of the United States of America. Any contract concluded on

the basis of the Delisting Offer will be exclusively governed by the laws

of the Federal Republic of Germany and is to be interpreted in accordance

with such laws.

To the extent permissible under applicable law or regulation, and in

accordance with German market practice, the Bidder, its affiliates or its

brokers may purchase, or conclude agreements to purchase, Axel Springer

Shares, directly or indirectly, outside of the scope of the public

Delisting Offer, before, during or after the period in which the offer

remains open for acceptance. This applies to other securities which are

directly convertible into, exchangeable for, or exercisable for Axel

Springer Shares. These purchases may be completed via the stock exchange at

market prices or outside the stock exchange at negotiated conditions. Any

information on such purchases will be disclosed as required by law or

regulation in Germany or any other relevant jurisdiction and on

www.traviata-angebot.de/delisting.

Frankfurt am Main, 23 January 2020

Traviata B.V.

End of WpÜG announcement

The 23.01.2020 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Regulierter Markt in Frankfurt am Main (Prime Standard),

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart,

Tradegate Exchange